UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of The

~~Pursuant~~Securities Exchange toAct ~~Section~~of 131934 ~~or 15(d) of~~

~~the~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(date of ~~1934~~earliest event reported): October 14, 2020

Date of Report (Date of earliest event reported): July 31, 2020

SITO MOBILE, LTD.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~ Specified in its ~~charter~~ Charter)

Delaware	001-37535	13-4122844
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

The Newport Corporate Center, 123 Town Square Place #419, Jersey City, NJ		07310
123 Town Square Place #419		07310
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

~~Registrant’s Telephone Number, Including Area Code:~~ (201) 275-~~0555~~0560

(~~Former~~Registrant's telephone ~~Name or Former Address~~number, ifincluding ~~Changed~~area ~~Since Last Report~~code)~~: Not Applicable~~

~~Check~~100 ~~the~~Town ~~appropriate box below if the Form~~Square ~~8-K~~Place ~~filing~~#204, isJersey ~~intended~~City toNJ ~~simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~07310

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K fi ling is intended to simultaneously satisfy the fi ling obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth ~~Growth~~company ~~Company~~ ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0203 ~~Departure~~Bankruptcy ~~of Directors~~ or ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Receivership.

~~Resignation of Scott L. Kauffman as Interim~~Chapter ~~Chief~~11 ~~Executive Officer~~Filing

On October 8, ~~July~~2020 31(the “Petition Date”), ~~2020~~SITO Mobile, ~~Scott~~Ltd. L(the “Company”) and its direct and indirect domestic subsidiaries SITO Mobile Solutions, Inc., ~~Kauffman~~and ~~provided~~SITO ~~notice~~Mobile toR&D IP, LLC (collectively with the ~~Board~~Company, the “Debtors”), filed voluntary petitions in the United States Bankruptcy Court for the District of ~~Directors~~New Jersey (the “~~Board~~Bankruptcy Court”) seeking relief under Chapter 11 of ~~SITO~~Title ~~Mobile~~11 of the United States Code (the “Bankruptcy Code”). The Chapter 11 cases are being administered under Case No. 20-21435, ~~Ltd~~Case No. 20-21436 and Case No. 20-21437 (the “~~Company~~Chapter 11 Cases”). The Debtors ofcontinue ~~his~~to ~~resignation~~operate their businesses and manage their properties as ~~Interim~~“debtors-in-possession” ~~Chief~~under ~~Executive~~the ~~Officer,~~jurisdiction of ~~effective~~the ~~immediately,~~Bankruptcy ~~for~~Court ~~personal~~and ~~reasons~~in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

~~Appointment~~In connection with the Chapter 11 Cases, the Debtors will be filing motions seeking Bankruptcy Court approval to continue borrowing under certain existing Senior Secured Convertible Promissory Notes issued by the Company on March 31, 2020 (the “Notes”) to certain investors (the “Note Investors”). Subject to the Bankruptcy Court’s approval, the Company would have the ability to borrow up to a total of $9,500,000. The Notes accrue simple interest on any unpaid principal at the rate of twelve percent (12.0%) ~~Tom~~per ~~Candelaria~~annum. A portion of the principal amount and accrued interest outstanding under the Notes is convertible at the election of the holder into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at $.18 per share. The Notes were issued pursuant to a certain Note and Warrant Purchase Agreement, dated as ~~Chief~~of ~~Executive~~March 31, ~~Officer~~2020, between the Company and ~~Director~~the Note Investors (the “Note Purchase Agreement”). Pursuant to the Note Purchase Agreement, the Company also issued warrants (the “Warrant”) to the Note Investors at an exercise price of $0.63 per share. The Warrant expires on the one-year anniversary of the date of issuance or upon the Company’s entering into certain fundamental transactions.

~~On August~~Item 6,7.01 ~~2020,~~Regulation ~~the~~FD Board appointed Tom Candelaria as the Company’s Chief Executive Officer and as a member of the Board to fill an existing vacancy, to hold office for a term expiring at the next annual meeting of stockholders and until his successor has been duly elected and qualified, unless sooner displacedDisclosure.

InAdditional ~~2009,~~information ~~Thomas~~on M.the ~~Candelaria,~~Chapter ~~60,~~11 ~~began with SITO Mobile~~Cases, ~~Inc.~~including ~~(then~~access ~~known as Single Touch Systems, Inc.) as EVP of Corporate Development. Prior~~ to ~~joining~~documents ~~Single~~filed ~~Touch~~with ~~Systems,~~the heBankruptcy ~~was~~Court ~~a private investor in several commercial real estate, angel-round,~~ and ~~start-up~~other ~~ventures.~~general information Inabout ~~2005 he served as President of StreamWorks Technologies, up until~~ the ~~sale~~Chapter of11 ~~the company’s patent portfolio to Single Touch Systems~~Cases, ~~Inc.~~is Inavailable ~~1997, Mr. Candelaria co-founded Digital On-Demand, Inc. a private digital music distribution company that was later sold in 2000 to Alliance Entertainment, Inc. and subsequently merged in 2005~~ with ~~Source Interlink (SORC). Prior to that, Mr. Candelaria was an Executive VP with Paine Webber, and Prudential Bache securities. He obtained a B.A. in Business Economics from~~ the ~~University~~New ofJersey ~~California,~~Bankruptcy ~~Santa Barbara~~Court.

~~There are~~The noinformation ~~arrangements~~in orthis ~~understandings~~Item ~~between Mr~~7.01 ~~Candelaria~~shall ~~and~~not be ~~any~~deemed ~~other~~“filed” ~~person~~for ~~pursuant~~purposes toof ~~which~~Section he18 ~~was~~of ~~appointed~~the Securities Exchange Act of 1934, as anamended, ~~officer~~nor shall it be deemed ~~and~~incorporated asby areference ~~director~~in ~~and~~any ~~there~~filing ~~are~~under nothe ~~family~~Securities ~~relationships~~Act ~~between~~of ~~Mr.~~1933, ~~Candelaria~~as ~~and~~amended, ~~any~~except ~~director~~as orshall ~~executive~~be ~~officer~~expressly ofset ~~the~~forth ~~Company.~~by Mrspecific reference in such filing. ~~Candelaria~~The ~~has~~filing of this Item 7.01 of this report shall not ~~entered~~be ~~into~~deemed oran ~~proposed~~admission as to ~~enter~~the ~~into~~materiality of any ~~transactions~~information herein that is required to be ~~reported~~disclosed ~~under~~solely ~~Item 404(a)~~ by reason of Regulation ~~S-K~~ FD.

The Company expects to enter into an employment agreement with Mr. Candelaria with respect to his service as Chief Executive Officer, the terms of which will be disclosed on a Current Report on Form 8-K once finalized.*****

~~Resignation of Directors~~1

~~On July 31, 2020, Jon Bond~~Cautionary ~~informed~~Information ~~the~~Regarding ~~Board~~Trading ofin ~~his resignation as a member of~~ the Board for personal reasons, with such resignation to be effective immediately. On August 5, 2020, Steve Felsher informed the Board of his resignation as a member of the Board for personal reasons, with such resignation to be effective immediately. Neither Mr. Bond’s resignation nor Mr. Felsher’s resignation related to any disagreement with the Company ~~on any matter relating to the Company~~’s ~~operations, policies or practices. The Company thanks Mr. Bond and Mr. Felsher for their valuable contributions and excellent service.~~Securities

~~SIGNATURES~~The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by the holders of the Company’s securities in the Chapter 11 case.

~~Pursuant~~Forward-Looking ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Statements

	SITO MOBILE, LTD.
	(Registrant)
Date: August 7, 2020	/s/ Tom Candelaria
	Name: Tom Candelaria
	Title: Chief Executive Officer

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on our current expectations, estimates and projections about our operations, financial condition, results of operations, and liquidity. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “estimate,” or similar expressions constitute forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding expectations and beliefs about the timing and execution of the Company’s strategic transactions; the Company’s strategy, risks, and uncertainties associated with the Chapter 11 Cases; and the operating expectations during the pendency of the Chapter 11 Cases. The Company’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including, but not limited to, risks and uncertainties related to: the decisions of the Bankruptcy Court; negotiations with the Company’s creditors and any committee approved by the Bankruptcy Court; the Company’s ability to obtain Bankruptcy Court approval of motions filed in the Chapter 11 Cases; the effects of the Chapter 11 Cases on the Company and on the interests of various constituents; the outcome of the Chapter 11 Cases; the length of time the Company will operate under the Chapter 11 Cases; risks associated with third-party motions in the Chapter 11 Cases; uncertainty associated with evaluating and completing any strategic or financial alternative as well as the Company’s ability to implement and realize any anticipated benefits associated with any alternative that may be pursued; the consequences of the acceleration of the Company’s debt obligations; the trading price and volatility of the Company’s common stock; and the risks related to trading on the OTC Pink Market. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. Such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance and results to differ materially from those predicted. Reported results should not be considered an indication of future performance. Except as required by law, the Company undertakes no obligation to publicly release the results of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		SITO Mobile, Ltd.

Date	10/14/2020	/s/ Thomas Candelaria
		Thomas Candelaria
		Chief Executive Officer

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